Privacy Policy

EXHIBIT A

DATA PROCESSING AGREEMENT

This Data Processing Agreement is entered into between the Supplier (the “Data Processor”) and the Client identified in the applicable Quote (the “Data Controller”). The Data Controller shall include its subsidiaries, associated, affiliated, related and holding companies, together with all agents, successors and/or assignees thereof. Each party’s registered address, registration details, tax or VAT identification number, and authorized representative shall be as specified in the applicable Quote.

HEREBY AGREE AS FOLLOWS:

1. Subject matter of this Data Processing Agreement

1.1. This Data Processing Agreement applies to the processing of personal data subject to EU Data Protection Law in the scope of providing data transmission and processing services (“Orthodontic Dental Technology Laboratory Services”) pursuant to the Terms and Conditions governing the Supplier’s data transmission platform (hereinafter to be referred to as: the “Orthodontic Dental Technology Laboratory Service Agreement”). Within the aforementioned framework, the Data Processor may share certain Personal Data about the Data Controller, its officers and employees, as well as about the borrowers, guarantors etc. of the portfolios serviced by the Data Controller.

1.2. The Data Controller declares that in case that the software provided by the Data Processor is installed on the cloud infrastructure, both the Data Controller and its cloud operator shall ensure that all appropriate and necessary technical and organizational measures are in place, as further described in addendum 1.

 1.3. The term EU Data Protection Law shall mean Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

1.4. Any capitalized terms not otherwise defined in this Data Processing Agreement shall have the meaning given to them in the Service Agreement. Except as modified below, the terms of the Service Agreement shall remain in full force and effect. Other terms used in this Data Processing Agreement that have meanings ascribed to them in the EU Data Protection law, including but not limited to “Processing”, “Personal Data”, “Data Controller” and “Processor,” shall carry the meanings set forth under EU Data Protection Law.

1.5. Insofar as the Data Processor will be processing Personal Data subject to EU Data Protection Law on behalf of the Data Controller in the course of the performance of the Service Agreement with the Data Controller, the terms of this Data Processing Agreement shall apply. In the event of a conflict between any provisions of the Service Agreement and the provisions of this Data Processing Agreement, the provisions of this Data Processing Agreement shall govern and control.

2. The Data Controller and the Data Processor

2.1. Subject to the provisions of the Service Agreement, to the extent that the Data Processor’s data processing activities are not adequately described in the Service Agreement, the Data Controller will determine the scope, purposes, and manner by which the Personal Data may be accessed or processed by the Data Processor. The Data Processor will process the Personal Data only as set forth in Data Controller’s written instructions and no Personal Data will be processed unless explicitly instructed by the Controller.

2.2. The Data Processor will only process the Personal Data on documented instructions of the Data Controller to the extent that this is required for the provision of the Services. Should the Data Processor reasonably believe that a specific processing activity beyond the scope of the Data Controller’s instructions is required to comply with a legal obligation to which the Data Processor is subject, the Data Processor shall inform the Data Controller of that legal obligation and seek explicit authorization from the Data Controller before undertaking such processing. The Data Processor shall never process the Personal Data in a manner inconsistent with the Data Controller’s documented instructions. The Data Processor shall immediately notify the Data Controller if, in its opinion, any instruction infringes this Regulation or other Union or Member State data protection provisions. Such notification will not constitute a general obligation on the part of the Data Processor to monitor or interpret the laws applicable to the Data Controller, and such notification will not constitute legal advice to the Data Controller.

 2.3. The Parties have entered into a Service Agreement in order to benefit from the capabilities of the Processor in securing and processing the Personal Data. The Data Processor shall be allowed to exercise its own discretion in the selection and use of such means as it considers necessary to pursue those purposes, provided that all such discretion is compatible with the requirements of this Data Processing Agreement, in particular the Data Controller’s written instructions.

2.4. The Data Controller warrants that it has all necessary rights to provide the Personal Data to the Data Processor for the Processing to be performed in relation to the Services, and that one or more lawful bases set forth in EU Data Protection Law support the lawfulness of the Processing. To the extent required by EU Data Protection Law, the Data Controller is responsible for ensuring that all necessary privacy notices are provided to data subjects, and unless another legal basis set forth in EU Data Protection Law supports the lawfulness of the processing, that any necessary data subject consents to the Processing are obtained, and for ensuring that a record of such consents is maintained. Should such a consent be revoked by a data subject, the Data Controller is responsible for communicating the fact of such revocation to the Data Processor, and the Data Processor remains responsible for implementing Data Controller’s instruction with respect to the processing of that Personal Data.

3. Confidentiality

3.1. Without prejudice to any existing contractual arrangements between the Parties, the Data Processor shall treat all Personal Data as confidential and it shall inform all its employees, agents and/ or approved sub-processors engaged in processing the Personal Data of the confidential nature of the Personal Data. The Data Processor shall ensure that all such persons or parties have signed an appropriate confidentiality agreement, are otherwise bound to a duty of confidentiality, or are under an appropriate statutory obligation of confidentiality.

4. Security

4.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Data Controller and Data Processor shall implement appropriate technical and organizational measures to ensure a level of security of the processing of Personal Data appropriate to the risk.

4.2. Both the Data Controller and the Data Processor shall maintain written security policies that are fully implemented and applicable to the processing of Personal Data. At a minimum, such policies should include assignment of internal responsibility for information security management, devoting adequate personnel resources to information security, carrying out verification checks on permanent staff who will have access to the Personal Data, conducting appropriate background checks, requiring employees, vendors and others with access to Personal Data to enter into written confidentiality agreements, and conducting training to make employees and others with access to the Personal Data aware of information security risks presented by the Processing.

4.3. At the request of the Data Controller, the Data Processor shall demonstrate the measures it has taken pursuant to this Article 4 and shall allow the Data Controller to audit and test such measures. Unless otherwise required by a Supervisory Authority of competent jurisdiction, the Data Controller shall be entitled on giving at least 30 days’ notice to the Data Processor to carry out or have carried out by a third party who has entered into a confidentiality agreement with the Data Processor, audits of the Data Processor´s premises and operations as these relate to the Personal Data. The Data Processor shall cooperate with such audits carried out by or on behalf of the Data Controller and shall grant the Data Controller´s auditors reasonable access to any premises and devices involved with the Processing of the Personal Data. The Data Processor shall provide the Data Controller and/or the Data Controller´s auditors with access to any information relating to the Processing of the Personal Data as may be reasonably required by the Data Controller to ascertain the Data Processor´s compliance with this Data Processing Agreement, and/or to ascertain the Data Processor’s compliance with any approved code of conduct or approved certification mechanism referenced in Article 4.4.

4.4. The Data Processor’s adherence to either an approved code of conduct or to an approved certification mechanism recognized under EU Data Protection Law may be used as an element by which the Data Processor may demonstrate compliance with the requirements set out in Article 4.1.

5. Technical and organizational measures

• The personal data processing shall only take place through/within processing systems that have been subject to the implementation of proper technical and organizational measures for the protection of personal data. The technical and organizational measures need to observe art. 32 of the GDPR, ensuring an adequate level of personal data protection and security. These measures that have been agreed upon between the Parties need to be applied, certainly and without delay.
• In the context of the Agreement, the processing occurs in the Controller’s systems remotely and/or on site at Controller premises, therefore the Processor shall only apply technical and organizational measures regarding the confidentiality of its personnel. The Controller must ensure that all systems involved in the processing maintain appropriate technical and organizational measures and that unique passwords, audit log, audit trace and reporting logs exist, documenting that the processor acted on the basis of instructions from the Controller.
• The Controller is entitled to modify the technical and organizational measures if more efficient solutions exist.
• The Controller reserves the right to perform audits on the systems that the Processor is granted access to and to take measures for the identification of the improper use of such systems. These systems collect and process the personal data, that can include the accessing of the personal data (such as, but without being limited to, individual user IDs and names, contact information, etc.) of the employees of the Processor with access to the systems. The Processor and Controller need to guarantee, through internal measures that can also involve the participation of the employee representatives in professional training programs in the field of data protection and security, that this data is used legitimately.

6. Improvements to Security

6.1. The Parties acknowledge that security requirements are constantly changing and that effective security requires frequent evaluation and regular improvements of outdated security measures. The Parties will negotiate in good faith the cost, if any, to implement material changes required by specific updated security requirements set forth in EU Data Protection Law or by data protection authorities of competent jurisdiction.

62. Where an amendment to the Service Agreement is necessary in order to execute a Data Controller instruction to the Data Processor to improve security measures as may be required by changes in EU Data Protection Law from time to time, the Parties shall negotiate an amendment to the Service Agreement in good faith.

7. Data Transfers

7.1. The Data Processor shall promptly notify the Data Controller of any planned permanent or temporary transfers of Personal Data to a third country, including a country outside of the European Economic Area without an adequate level of protection, and shall only perform such a transfer after obtaining authorization from the Data Controller, which may be refused at its own discretion.

7.2. Any transfer of transfer of personal data will be conducted under the requirements of Chapter II in conjunction with Chapter V of the EU Data Protection Legislation.

7.3. To the extent that the Data Controller or the Data Processor are relying on a specific statutory mechanism to normalize international data transfers and that mechanism is subsequently modified, revoked, or held in a court of competent jurisdiction to be invalid, the Data Controller and the Data Processor agree to cooperate in good faith to promptly suspend the transfer or to pursue a suitable alternate mechanism that can lawfully support the transfer.

7.4 For the transfer of personal data from the controller to the processor for computer systems support based on and for the purposes of the Services Agreement, the Controller undertakes to enforce and implement the appropriate technical & organizational measures required for the transfer of such data, such as data encryption or anonymization.

8. Information Obligations and Incident Management

8.1. When the Data Processor becomes aware of an incident that has a material impact on the Processing of the Personal Data that is the subject of the Services Agreement, it shall promptly notify the Data Controller about the incident, shall at all times cooperate with the Data Controller, and shall follow the Data Controller’s instructions with regard to such incidents, in order to enable the Data Controller to perform a thorough investigation into the incident, to formulate a correct response, and to take suitable further steps in respect of the incident.

8.2. The term “incident” used in Article 8.1 shall be understood to mean in any case: (a) a complaint or a request with respect to the exercise of a data subject’s rights under EU Data Protection Law; (b) an investigation into or seizure of the Personal Data by government officials, or a specific indication that such an investigation or seizure is imminent; (c) any unauthorized or accidental access, processing, deletion, loss or any form of unlawful processing of the Personal Data; (d) any breach of the security and/or confidentiality as set out in Articles 3 and 4 of this Data Processing Agreement leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the Personal Data, or any indication of such breach having taken place or being about to take place; (e) where, in the opinion of the Data Processor, implementing an instruction received from the Data Controller would violate applicable laws to which the Data Controller or the Data Processor are subject.

8.3. The Data Processor shall at all times have in place written procedures which enable it to promptly respond to the Data Controller about an incident. Where the incident is reasonably likely to require a data breach notification by the Data Controller under EU Data Protection Law, the Data Processor shall implement its written procedures in such a way that it is in a position to notify the Data Controller without undue delay after the Data Processor becomes aware of such an incident.

8.4. Any notifications made to the Data Controller pursuant to this Article 7 shall be addressed to the employee of the Data Controller whose contact details are provided herein below and, in order to assist the Data Controller in fulfilling its obligations under EU Data Protection Law, should contain: (a) a description of the nature of the incident, including where possible the categories and approximate number of data subjects concerned and the categories and approximate number of Personal Data records concerned; (b) the name and contact details of the Data Processor’s data protection officer or another contact point where more information can be obtained; (c) a description of the likely consequences of the incident; and (d) a description of the measures taken or proposed to be taken by the Data Processor to address the incident including, where appropriate, measures to mitigate its possible adverse effects.

9. Contracting with Sub-Processors

9.1. The Data Processor shall not subcontract any of its Service-related activities consisting (partly) of the processing of the Personal Data or requiring Personal Data to be processed by any third party without the prior written authorization of the Data Controller.

9.2. Data Processor shall inform the Data Controller of any addition or replacement of such sub-processors giving the Data Controller an opportunity to object to such changes. If the Data Controller timely sends the Processor a written objection notice, setting forth a reasonable basis for objection, the Parties will make a good-faith effort to resolve Data Controller’s objection. In the absence of a resolution, the Data Processor will make commercially reasonable efforts to provide Data Controller with the same level of service described in the Service Agreement, without using the Subprocessors to process Data Controller’s Personal Data. If the Data Processor’s efforts are not successful within a reasonable time, each Party may terminate the portion of the service which cannot be provided without the sub-processor, and the Data Controller will be entitled to a pro-rated refund of the applicable service fees.

9.3. Notwithstanding any authorization by the Data Controller within the meaning of the preceding paragraph, the Data Processor shall remain fully liable vis-à-vis the Data Controller for the performance of any such sub-processor that fails to fulfill its data protection obligations.

9.4. The Data Processor shall ensure that the sub-processor is bound by data protection obligations compatible with those of the Data Processor under this Data Processing Agreement, shall supervise compliance thereof, and must in particular impose on its sub-processors the obligation to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of EU Data Protection Law.

9.5. The Data Controller may request that the Data Processor audit a Third Party Sub-processor or provide confirmation that such an audit has occurred (or, where available, obtain or assist Client in obtaining a third-party audit report concerning the Third Party Sub-processor’s operations) to ensure compliance with its obligations imposed by the Data Processor in conformity with this Agreement.

10. Returning or Destruction of Personal Data

10.1. Upon termination of this Data Processing Agreement, upon the Data Controller’s written request, or upon fulfillment of all purposes agreed in the context of the Services whereby no further processing is required, the Data Processor shall, at the discretion of the Data Controller, either delete, destroy or return all Personal Data to the Data Controller and destroy or return any existing copies.

10.2. The Data Processor shall notify all third parties supporting its own processing of the Personal Data of the termination of the Data Processing Agreement and shall ensure that all such third parties shall either destroy the Personal Data or return the Personal Data to the Data Controller, at the discretion of the Data Controller.

11. Assistance to Data Controller

11.1. The Data Processor shall assist the Data Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Data Controller’s obligation to respond to requests for exercising the data subject’s rights under the EU Data Protection Law.

11.2. Taking into account the nature of processing and the information available to the Data Processor, the Data Processor shall assist the Data Controller in ensuring compliance with obligations pursuant to Section 4 (Security), as well as other Data Controller obligations under EU Data Protection Law that are relevant to the Data Processing .

11.3. The Data Processor shall make available to the Data Controller all information necessary to demonstrate compliance with the Data Processor’s obligations and allow for and contribute to audits, including inspections, conducted by the Data Controller or another auditor mandated by the Data Controller.

12. Liability and Indemnity

The Data Processor shall indemnify and hold harmless the Data Controller against any claims, actions, third-party claims, losses, damages and expenses incurred by the Data Controller arising out of or in connection with any breach by the Data Processor of this Data Processing Agreement and/or applicable EU data protection law.

The Data Controller shall indemnify and hold harmless the Data Processor against any claims, actions, third-party claims, losses, damages and expenses incurred by the Data Processor arising out of or in connection with any breach by the Data Controller of this Data Processing Agreement and/or applicable EU data protection law.

Notwithstanding the foregoing, any indemnification obligations and liability arising under this clause shall be subject to, and limited in accordance with, the exclusions and limitations of liability set out in the Services Agreement. To the extent of any conflict between this clause and the Services Agreement, the provisions on limitation of liability in the Services Agreement shall prevail.

13. Duration and Termination

13.1. This Data Processing Agreement shall come into effect on the effective date of the Service Agreement.

13.2. Termination or expiration of this Data Processing Agreement shall not discharge the Data Processor from its confidentiality obligations pursuant to Article 3.

13.3. The Data Processor shall process Personal Data until the date of expiration or termination of the Service Agreement, unless instructed otherwise by the Data Controller, or until such data is returned or destroyed on instruction of the Data Controller.

14. Miscellaneous

14.1. In the event of any inconsistency between the provisions of this Data Processing Agreement and the provisions of the Service Agreement, the provisions of this Data Processing Agreement shall prevail.

14.2. This Data Processing Agreement is governed by the laws of Greece. Any disputes arising from or in connection with this Data Processing Agreement shall be brought exclusively before the competent court of Athens.

14.3 CONTACT PERSONS AND INFORMATION

            For the Data Controller: as provided in the Quote

For the Data Processor:

Scope and PurposeS of processing THE Personal Data

Description of processing

Categories of data subjects whose personal data is processed

The processor will process the personal data of the following categories of data subjects noted in the table below

Categories of personal data processed

The processor will process the following categories of personal data as specified below:

Nature of processing

The processing consists of the collection, transmission, storage, organization, structuring, consultation, use, and, where applicable, disclosure of personal data, including special categories of personal data (health data), through a cloud-based platform.

In particular, the Data Controller uploads and transmits patient-related data to the Data Processor via the Platform for the purpose of enabling the Data Processor, acting as a dental technician laboratory, to perform dental technician services based on the Data Controller’s instructions. Such processing may include the receipt and review of patient data, digital impressions, imaging files, treatment specifications, and related documentation, as well as the preparation and return of dental technical outputs.

The Data Processor processes the personal data solely on documented instructions from the Data Controller and only to the extent necessary to provide the agreed services. The processing also includes the hosting, secure storage, retrieval, and technical handling of such data, as well as support, maintenance, and ensuring the proper functioning and security of the Platform.

No independent decision-making or medical assessment is carried out by the Data Processor in relation to the personal data.

Purpose(s) for which the personal data is processed on behalf of the controller

The purposes of processing personal data are:

Security measures

In compliance with its obligation in accordance with article Security measures of this Processing Agreement, the Controller & the Processor implement the following security measures regarding the processing of Personal Data:

1. Access Control:

The Processor implements access control measures in order to achieve the management of electronic access to personal data based on the role of the user and different levels of authority.

1. Policies and Procedures – Certifications:

Adoption of Policies and Procedures for the secure processing of personal data and continuous monitoring of staff compliance with them. Adoption and implementation of control and risk assessment procedures. Security certifications.

1. Personnel Measures

The Processor issues written work instructions and regularly trains staff with access to personal data to ensure that Personal Data will be processed only in accordance with the law, this Annex and the relevant instructions of the Controller, including technical and organizational measures described herein.

The Processor reserves the right to revise the security measures set out in this Appendix at any time, provided that such revisions do not reduce or weaken the protection afforded to the Personal Data processed by the processor  during the provision of the Services to the Controller and to inform the Controller of the changes, who may submit reasoned objections, in particular if the security for the personal data processed by the Controller is reduced.

Permitted Subprocessors